In wind M&A, most bidders are looking for upside. More annual energy production, longer operating life, improved availability, and reduced operating costs all feature heavily in investment cases.
The difficulty is that transaction value creation often falls into one of two traps:
- The upside case is overstated and is treated cautiously by lenders and investment committees, or fails to translate into delivery after close.
- The upside case is understated and the bid is less competitive than it could be.
The strongest bids take a more balanced approach. They include upside, but do so in a way that is credible, evidence-led, and aligned with what can realistically be executed post-transaction.
The challenge is rarely the opportunity itself
Most portfolios contain genuine opportunities. The issue is that transaction upside is often lost in the gaps between technical potential, commercial assumptions, and delivery reality.
Common failure modes include:
- Uplift assumptions based on generic benchmarks rather than asset-specific evidence
- Constraints identified late in the process (planning, noise, loads, O&M scope, insurance position)
- Delivery that becomes slow or overly complex
- Results that do not survive scrutiny from investment committees, lenders, or insurers
- Rollout decisions that stall because confidence erodes
The result can be a material gap between the acquisition model and what is achieved in practice, even several years after close.
Where upside and risk typically sit
AEP uplift
AEP uplift is attractive because it translates directly into revenue. It is also the area where transaction cases most commonly overreach.
Power performance optimisation is a good example. It can deliver meaningful uplift, but only when treated as a structured engineering change programme, rather than an assumption left to be developed post-transaction.
A credible optimisation case typically requires clear decision gates and approval thresholds, early understanding of load and asset life implications, constraints addressed upfront rather than retrospectively, controlled delivery and configuration management, and validation that stands up to board, lender, and insurer scrutiny. Without these elements, value can be eroded.
Asset life beyond the base case
Base case assumptions on operating life are often accepted with limited challenge (30 years is not uncommon).
If those assumptions are not properly supported, they represent value at risk, not a neutral position.
Equally, where life can be extended beyond the base case with clear evidence and operating limits, the value uplift can be significant.
The questions that matter are straightforward: what is limiting life today, what needs to be true to support the base case assumption, and what would need to happen to extend life further?
Reliability and availability
Availability improvement remains one of the most dependable sources of value in operating portfolios, but only when initiatives are selected and delivered with discipline. Too often, higher availability is assumed in the model without a clear set of initiatives, owners, and timelines to deliver it.
The focus should be on choosing initiatives that are executable within the operating model, reducing volatility in performance and cost outcomes, and avoiding well-intentioned activity that introduces complexity without delivering measurable benefit.
What buyers need from a transaction value case
In a transaction context, upside only has value if it survives scrutiny and can be delivered post-close.
That requires clarity on the value being targeted, the dependencies and constraints that sit behind it, what could prevent delivery, how delivery would be governed and resourced, and the level of confidence and the basis for it.
This is not about adding process. It is about ensuring that the investment case is built on assumptions that are both defensible and implementable.
Making uncertainty explicit
Perfect certainty is rarely achievable in diligence. However, it is possible to be transparent about uncertainty.
A practical approach is to evaluate uncertainty directly and apply probability ratings and decision gates across the opportunity set. This allows stakeholders to distinguish between upside that is near-term and defensible, upside that is plausible but dependent on further evidence, and upside that is technically possible but not yet ready to underwrite.
It also supports a more balanced approach to incorporating upside in the financial model, recognising opportunity without taking on poorly understood risk.
Why this matters in competitive M&A
Where upside is presented with structure and rigour, bidders gain three advantages.
First, value at risk is identified early, rather than emerging after close. Second, investment committees and lenders can see what sits behind the assumptions and why they are reasonable. Third, the delivery pathway is clear from day one, rather than being developed from scratch after completion.
This is often the difference between a value creation case that looks strong on paper and one that translates into realised outcomes.
How Atharra support transaction value creation
Atharra supports investors and owners to identify and unlock value in wind portfolios, drawing on experience delivering operational excellence across more than 4GW of transactions. Our transaction value assessment is designed to run in parallel with core technical due diligence workstreams, incorporating diligence findings as they emerge. We also recognise the time pressure typical in acquisitions and the need to minimise pre-NBO spend, so the work is structured to use existing materials and apply decision gates before committing to deeper analysis.
In transactions, our work typically includes:
- Structured asset review of existing portfolio data, reporting, and data-room materials
- Consolidated opportunity register capturing upside across AEP, asset life, and reliability
- Value-ranked shortlist of the highest value opportunities, with clear assumptions and confidence levels
- Pragmatic post-close delivery plan covering sequencing, resourcing, and key decision points
The objective is to turn upside into a credible and executable plan that supports valuation, de-risks delivery, and accelerates value capture post-close.
Closing thought
Most portfolios contain upside. The difference is whether it can be evidenced, delivered, and scaled without creating new risk in the process.
A transaction-focused value assessment is often the fastest way to protect the base case, identify credible upside, and establish a delivery plan that can be executed with confidence post-close.
You can read more about our recent work with a large European investor here: Unlocking Value in a European Wind Portfolio Acquisition | Atharra
We'd be delighted to discuss this topic further, so please don't hesitate in getting in touch info@atharra.com.
